Gryphon Digital Mining Files 8-K on Agreements & Personnel Changes

TL;DR

GRYP 8-K: New deals, stock sales, and exec changes filed 10/25.

AI Summary

On October 25, 2024, Gryphon Digital Mining, Inc. (formerly Akerna Corp.) filed an 8-K detailing several significant events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers, including compensatory arrangements. The filing also addresses Regulation FD disclosures and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and potential equity issuances, which could impact the company's financial structure and operational direction.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in officers, which can introduce uncertainty and potential dilution risks.

Key Players & Entities

• Gryphon Digital Mining, Inc. (company) — Registrant
• Akerna Corp. (company) — Former company name
• October 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share GRYP The Nasdaq Stock Mar
• $18 million — ed 304 bitcoin, valued at approximately $18 million based on an average bitcoin price for t
• $60,286 — oin price for the month of September of $60,286. On October 25, 2024, Gryphon, its dir
• $1.50 — Form of Pre-Funded Warrant and Form of $1.50 Warrant (together, the "Agreements") to
• $9.1 million — nt to the Agreements, (i) approximately $9.1 million of the Anchorage Loan was converted int
• $1.10 — Common Stock"), at an ascribed value of $1.10 per share, resulting in the issuance of
• $3.9 million — e "Securities Act"), (ii) approximately $3.9 million of the Anchorage Loan was converted int
• $5 million — Securities Act and (iii) the remaining $5 million of the Anchorage Loan was exchanged for

Filing Documents

• ea0218675-8k_gryphon.htm (8-K) — 40KB
• ea021867501ex10-1_gryphon.htm (EX-10.1) — 77KB
• ea021867501ex10-2_gryphon.htm (EX-10.2) — 396KB
• ea021867501ex10-3_gryphon.htm (EX-10.3) — 75KB
• ea021867501ex10-4_gryphon.htm (EX-10.4) — 71KB
• ea021867501ex99-1_gryphon.htm (EX-99.1) — 17KB
• ex99-1_001.jpg (GRAPHIC) — 9KB
• 0001213900-24-090968.txt ( ) — 1017KB
• gryp-20241025.xsd (EX-101.SCH) — 3KB
• gryp-20241025_lab.xml (EX-101.LAB) — 33KB
• gryp-20241025_pre.xml (EX-101.PRE) — 22KB
• ea0218675-8k_gryphon_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement As previously disclosed, on May 25, 2022, Anchorage Lending CA, LLC ("Anchorage") entered into an Equipment Loan and Security Agreement (as amended on March 27, 2023, the "Anchorage Loan Agreement") with Gryphon Opco I LLC ("Gryphon Opco"), an indirect wholly owned subsidiary of Gryphon Digital Mining, Inc. ("Gryphon"), pursuant to which Anchorage loaned Gryphon Opco the principal amount of 933.333333 bitcoin (the "Anchorage Loan"). Gryphon Opco's obligations under the Anchorage Loan Agreement were secured by certain equipment and software rights of Gryphon Opco and were guaranteed by Gryphon. As of October 24, 2024, Gryphon owed 304 bitcoin, valued at approximately $18 million based on an average bitcoin price for the month of September of $60,286. On October 25, 2024, Gryphon, its direct and indirect subsidiaries, as applicable, and Anchorage entered into the Debt Repayment and Exchange Agreement (the ("DPE Agreement"), Loan, Guaranty and Security Agreement (the "New Loan Agreement"), Form of Pre-Funded Warrant and Form of $1.50 Warrant (together, the "Agreements") to restructure the Anchorage Loan (the "Restructuring") and terminate the existing the Anchorage Loan Agreement. Pursuant to the Agreements, (i) approximately $9.1 million of the Anchorage Loan was converted into shares of Gryphon common stock, par value $0.0001 per share (the "Common Stock"), at an ascribed value of $1.10 per share, resulting in the issuance of 8,287,984 shares of Common Stock to Anchorage in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), (ii) approximately $3.9 million of the Anchorage Loan was converted into warrants to purchase 3,530,198 shares of Common Stock, which warrants are exercisable immediately, have an unlimited term and an exercise price of $0.0001 per share (the "Pre-Funded Warrants"), in a private placement pursuant to Section 4(a)(2) of the Securit

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 24, 2024, the Board of Directors (the "Board") of the Company approved increasing the Board's size from 7 to 8 members and appointed Mr. Dan Grigorin, age 33, to fill the new Board seat as a Class III director (with a term expiring at the Company's 2027 annual meeting of stockholders), effective immediately. Mr. Grigorin was appointed pursuant to the DPE Agreement. Dan Grigorin is an industry veteran with extensive experience across investment banking, private equity, private credit, and digital assets. Mr. Grigorin is a portfolio manager at Anchor Labs, Inc. ("Anchor"), where he has worked since October 2022. Prior to Anchor, he was a credit director at New York Digital Investment Group LLC from February 2022 to September 2022, senior associate at WhiteHawk Capital Partners from June 2020 to February 2022, associate at Great American Capital Partners from August 2019 to June 2020 and associate at at ING Capital LLC April 2018 to August 2019. Throughout his career, Mr. Grigorin has served as a trusted advisor to both private and public companies, guiding them through capital raises, strategic partnerships, and operational optimization. Mr. Grigorin has a Bachelor of Science in Business from the Kelley School of Business at Indiana University. For his service on the Board, Mr. Grigorin will receive compensation consistent with that of other non-employee directors. There are no transactions since the beginning of the Company's last fiscal year in which the Company is a participant and in which Mr. Grigorin or any members of Mr. Grigorin's immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Grigorin and any of the Company's directors or executive officers. 2

01 Regulation

Item 7.01 Regulation FD Disclosure On October 28, 2024, the Company issued a press release announcing the Restructuring. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Debt Repayment and Exchange Agreement, dated as of October 25, 2024, by and among Gryphon Digital Mining, Inc. Gryphon Opco I LLC, Gryphon Opco II LLC, Ivy Crypto, Inc. and Anchorage Lending CA, LLC. 10.2 Loan, Guaranty and Security Agreement, dated as of October 25, 2024, by and among Gryphon Digital Mining, Inc. Gryphon Opco I LLC, Gryphon Opco II LLC, Ivy Crypto, Inc. and Anchorage Lending CA, LLC. 10.3 Pre-Funded Warrant. 10.4 $1.50 Warrant. 99.1 Press Release, dated as of October 28, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRYPHON DIGITAL MINING, INC. Date: October 28, 2024 By: /s/ Steve Gutterman Name: Steve Gutterman Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR